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CONTRACT FOR SALE OF REAL ESTATE

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CONTRACT FOR SALE OF REAL ESTATE Powered By Docstoc
					                 CONTRACT FOR SALE OF REAL ESTATE

       THIS CONTRACT FOR SALE OF REAL ESTATE (“Contract”), is made as of
the _____ day of December, 2009, by and between FABRICATED PLASTICS, INC. d/b/a
FPI Thermoplastic Technologies, a New Jersey Corporation (“FPI”) and MURRAY
BROTHERS REALTY, LLC, a New Jersey Limited Liability Company (“Murray”), each
with a mailing address 301 Ivyland Road, Warminster, Pennsylvania 07006 (FPI and Murray
shall collectively be referred to as the “Seller”), and ________________________ a
_______________ (or its assigns), with a mailing address of ("Purchaser" or “Buyer”).

1.0    PURCHASE AGREEMENT. The Seller agrees to sell and the Buyer agrees to buy
       the Property (said term being defined in Section 3.0 hereof) in accordance with the
       terms of this Contract.

2.0    PURCHASE PRICE. The purchase price (“Purchase Price”) for the property is
       _____________________________________________ ($__________) DOLLARS
       payable in currency of the United States of America as follows:

       Initial Deposit upon execution of this
       Agreement, to be held subject to
       Paragraph 12 below                                         $__________ (10% of
                                                                  Purchase Price

       Upon closing of title by wire transfer, good and
       certified cashier’s check, bank check
       or attorney trust account check payable
       on its face to the order of Seller                         $_______________

       TOTAL                                                      $_______________

3.0        PROPERTY. The property to be sold consists of the land and all the buildings,
structures and fixtures located on the land (“Property”) located on Hanover Avenue in
Hanover Township, Morris County, New Jersey, commonly known as 178-180 Hanover
Avenue and 190 Hanover Avenue, being identified as Block 701, Lots 1, 2 and 3 on the
official tax maps, and as further described in the Exhibit A; together with all buildings,
improvements, rights, approvals, privileges, tenements, hereditaments, rights-of-way,
easements, appendages and appurtenances of such Property.

       3.1    Personal Property. There is no personal property included in the sale,
              however, Seller has the right, but not the obligation, to leave the items of
              personal property, furniture and fixtures, files and any other items remaining
              inside or outside of the buildings. It being understood by the parties herein
              that the properties are not being left in broom swept condition. Whatever
              personal property is remaining as of the Closing Date shall be the property of
              the Buyer.




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4.0   SPECIAL CONDITIONS OF CLOSING.

      4.1   Physical Condition of the Property. The Property is being sold on an “AS
            IS” “WHERE IS” basis. The Seller does not make any claims or promises
            about the condition or value of any of the Property included in this sale. The
            Buyer represents and warrants to Seller that it has inspected the Property and
            is relying exclusively on these inspections only. The Seller agrees to maintain
            the grounds, buildings and improvements in their present condition subject to
            ordinary wear and tear until closing. The acceptance of a deed by the Buyer
            shall be deemed to be the full performance of every obligation on the part of
            the Seller. Buyer acknowledges and agrees that except for Seller’s obligations
            set forth in Section 4.3 hereof, Buyer shall have no claim against the Seller
            after the closing of title concerning the physical state or condition of the
            Property of whatsoever kind, including, without limitation, any Environmental
            Condition (said term being defined in Section 4.3.2.2 hereof). Without
            limitation to the generality of the foregoing sentence, Buyer agrees that Seller
            shall have no liability or obligation with respect to any of the following:

            (i)        expenses, operation, income-producing potential, zoning, zoning
                       change, soil, physical and environmental condition, access, egress,
                       fitness for any specific use, merchantability, or the lie and
                       topography of the Property or any violations affecting the
                       Property;

            (ii)       any patent or latent defect in, about, under, adjacent or contiguous
                       to the Property;

            (iii)      any laws, ordinances or governmental regulations or requirements
                       pertaining to the Property or this transaction or any future use of
                       the Property contemplated by the Buyer;

            (iv)       any requisite approvals or commitments for Buyer’s contemplated
                       use, occupancy or financing; or

            (v)        any other matter affecting or relating to the Property, including its
                       current state of title, except as specifically set forth in this
                       Contract.

      4.2   Condition and Use of Property. By signing this Contract, Buyer represents
            and warrants to Seller that (subject only to its rights during the Due Diligence
            Period [said term being defined in Section 4.3 hereof]) it is fully satisfied with
            the existing condition of the Property, and that it is suitable for any
            contemplated use to which Buyer may hereafter determine to put the Property
            to in the future.




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      4.2.1 The Seller makes no representations as to any item of construction or
      any improvements or the utility systems or to the fixtures, if any, on the
      Property.

      4.2.2 The Seller will cooperate with Buyer at the Buyer’s sole cost and
      expense to execute any documents or applications reasonably necessary to
      conclude the transfer of title contemplated by this Contract. In this regard,
      however, Buyer acknowledges that Seller’s cooperation obligation set forth in
      this Section 4.2.2 is expressly given based upon Buyer’s representation and
      warranty that: (i) this transaction is not subject to Buyer’s obtaining
      approval(s) from any governmental authority as to any contemplated
      prospective future use to which it may wish to put the Property to, on a post-
      Closing basis.

4.3   Due Diligence. The Property is being sold via public auction. Any due
      diligence conducted by Buyer must have been done on or before the auction
      date. No additional due diligence period is being afforded hereunder.

      4.3.1          For the purposes of this Contract, the term “Environmental
      Law” means any and all federal, state, county and municipal environmental
      laws, ordinances, rules, regulations and/or orders which are in any way related
      to the environment including but not limited to the Comprehensive
      Environment Response Compensation and Liability Act of 1980, 42 U.S.C.
      9601 et. Seq. (“CERCLA”); New Jersey Spill Compensation and Control Act,
      N.J.S.A. 58:10-23.11 et. seq. (“Spill Act”); the Solid Waste Management Act,
      N.J.S.A. 13:1K-1 et. seq. (“SWMA”); the Resource, Conservation and
      Recovery Act, 42 U.S.C. 6901 et. seq. (“RCRA”); New Jersey Water
      Pollution Control Act, N.J.S.A. 58:10A-1 et. seq., New Jersey Underground
      Storage of Hazardous Substances Act, N.J.S.A. 58:10A-21 et. seq., New
      Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et. seq. (“ISRA”). For
      the purposes of this Contract, an “Environmental Condition” shall mean a
      condition of the Property which constitutes a violation of any Environmental
      Law or a condition which must be reported and remediated pursuant to any
      Environmental Law.

4.4   INDUSTRIAL           SITE      RECOVERY           ACT       (“ISRA”)      AND
      ENVIRONMENTAL COMPLIANCE. Buyer shall be fully responsible to
      ensure compliance with ISRA and any other environmental regulations
      applicable to the transfer of this Property. Seller shall have no obligation to
      Buyer, its legal representative, successors and/or assigns or anyone claiming
      through Buyer or any of the respective affiliates of any of the foregoing, for
      any environmental remediation or compliance with respect to the Property.

      Buyer shall obtain any approval necessary from the New Jersey Department
      of Environmental Protection (“DEP”) for the transfer of title hereunder prior
      to the closing and shall provide Seller with proof of same. If Buyer fails to



                                     3
       obtain any such approval necessary for the transfer of title, Buyer shall
       indemnify and hold Seller harmless from all loss, cost, expense, liability and
       damage, including, but not limited to, reasonable attorneys’ fees, arising from
       such failure. The provisions of this section shall survive the delivery of the
       deed and closing of title.

4.40   ENVIRONMENTAL INDEMNIFICATION. The Buyer, for itself and on
       behalf of its successors and/or assigns agrees to be bound by the following
       environmental disclaimer:

       “Buyer: (a) has had the Property inspected with respect to potential adverse
       environmental surface and sub-surface conditions; and (b) as a result of such
       inspections is satisfied with the environmental surface and sub-surface
       condition of the Property. Buyer acknowledges that Seller specifically
       disclaims any warranty, guaranty or representation, oral or written, past,
       present or future, of, as to, or concerning:
       (i)     the nature and condition of the Property, including, without limitation,
               the water, soil and geology, and the suitability thereof for any and all
               activities and uses which Buyer, its successors and/or assigns may
               elect to conduct thereon on a post-Closing basis; and
       (ii)    (ii) the existence of any environmental hazards or conditions thereon
               (including the presence of asbestos, any existing above and/or below
               ground fuel oil tanks or any other type of tanks) or compliance with all
               currently applicable or future environmental laws, rules or regulations.
               Buyer, by its acceptance of Seller’s Deed, for itself, its heirs,
               successors and/or assigns, hereby agrees in perpetuity to indemnify,
               save and hold Seller, its successors and/or assigns, harmless from and
               against any and all liabilities or responsibility for the environmental
               surface and/or sub-surface condition of the Property.               This
               indemnification shall include any legal fees, court costs and liabilities
               of any nature whatsoever arising in connection with the indemnity.

       Seller shall have no liability for Environmental Conditions or for
       environmental compliance (defined as any obligation under any permit,
       guidance rule, statute or regulation with respect to Environmental Conditions
       at, under or about the Property or its operations thereof) (“Environmental
       Compliance”) and Buyer shall assume and be solely responsible for, and shall
       indemnify, save harmless and defend Seller against any and all Environmental
       Conditions and Environmental Compliance issues arising from the Property.
       This indemnity shall survive the Closing.

4.50 CERTIFICATE OF OCCUPANCY.                        In the event a certificate of
occupancy, or other inspection certificate, or other governmental approvals (including
compliance with ISRA) are required by any federal, state, county, or local
governmental authority or agency before the Property may be transferred by Seller to
Buyer, or used or occupied by Buyer, Buyer, at Buyer’s sole expense, shall have the



                                       4
      obligation to secure such certificates or approvals, and Buyer shall be responsible for
      all costs incidental thereto. Buyer agrees to indemnify and hold the Seller harmless
      with respect to any such costs or expenses, which indemnification shall include any
      legal fees, court costs and any liabilities of any nature whatsoever arising in
      connection with the indemnity. This paragraph shall survive the closing of title and
      delivery of the Deed.

5.0         TRANSFER OF TITLE. At the closing, the Seller will transfer ownership of
      the Property to the Buyer by Bargain and Sale Deed with covenants against Grantor’s
      Acts (“Deed”). The Seller agrees to transfer and the Buyer agrees to accept
      ownership of the Property subject to and as follows:

      5.1.0 Seller shall convey title which is insurable at regular rates by a reputable title
      company licensed by the State of New Jersey, free and clear of all encumbrances,
      except that Buyer shall take subject to the following:

      5.1.1 Covenants, easements, restrictions and agreements of record which limit the
      use of the Property, but the Buyer may cancel if the foregoing are (1) presently
      violated and (2) provide that the Property would be forfeited if they are violated.
      However, the Buyer may not cancel this Contract if a reputable title insurance
      company licensed to do business in New Jersey will insure against forfeiture of title
      for such breach or violation.

      5.1.2 The rights of utility companies to maintain, replace and repair pipes, poles,
      cables and wires over, on and under the street, the part of the Property next to the
      street or running to any improvement on the Property.

      5.1.3 Any state of facts as an accurate survey may disclose, easements, and
      restrictions not of record, if any, provided they do not render title uninsurable.

      5.1.4 Zoning ordinances, all laws and regulations applicable to said Property, if
      any, unless violated by the existing structures on the Property or the present use of
      such structures.

      5.1.5 Consents for the erection of any structures on, under or above any street or
      highway.

      5.1.6 Encroachment of fences, stoops, areas, trim, cornices, if any, upon any street
      or highway.

      5.1.7 Any matter that a title insurance company would ordinarily insure against
      without an additional premium.

      5.2.0 The Seller will give the Buyer a properly executed Deed and an adequate
      Affidavit of Title. The Seller shall provide an Affidavit complying with §1445 of the




                                             5
      Internal Revenue Code of 1986 confirming that Seller is not a foreign person and
      providing Seller’s tax identification number.

      5.3.0     The Seller may pay and discharge any lien and encumbrance not provided
      for herein from the Purchase Price to be paid by the Buyer at the title closing. The
      existence of any such encumbrance which may be discharged by the payment of
      money shall not in any event be deemed an objection to the title, provided that at the
      time of closing the Seller pays or makes provision for the payment thereof or the title
      company omits said item. The Buyer and Seller shall sign a joint closing statement,
      and Seller shall pay the realty transfer tax.

      5.3.1     In order to facilitate the satisfaction of any such lien or encumbrance, the
      Buyer agrees to provide at the closing separate wire transfers, certified checks, bank
      checks or attorney trust account checks as requested by the Seller, aggregating the
      amount of the balance of the purchase price, provided that such request is made by
      the Seller within a reasonable time prior to the Closing Date.

6.0   TIME AND PLACE OF CLOSING.

      6.1.1 The closing of title (“Closing”) shall take place in New Jersey at a location to
      be agreed upon by the Buyer and Seller. The closing of title hereunder shall take
      place thirty (30) days after the execution of this Contract (“Closing Date”).

7.0   FINANCING CONTINGENCY. Expressly waived by Buyer.

8.0   SELLER’S REPRESENTATIONS.

      8.1.0 Seller represents to the Buyer as follows:

      8.1.1 Except as may be otherwise disclosed hereunder, to the best of Seller’s
      knowledge, without diligent inquiry, there is no pending or threatened claim, action,
      notice of violation or proceeding by any governmental authority or third person
      respecting the Property arising out of any alleged violation of Environmental Law.

      8.1.2 There are no leases or other rights of occupancy granted with respect to the
      Property.

      8.2.0 NON-SURVIVAL OF REPRESENTATIONS. None of the representations
      made by the Seller in Section 8.1 above shall survive the closing of title and delivery
      of the deed. In the event of a breach by the Seller of any of the aforesaid
      representations, the sole remedy of the Buyer will be to cancel this Contract and
      receive a refund of the Buyer’s deposit monies, with any interest thereon, together
      with the Buyer’s reasonable costs for title and a survey, which shall not exceed
      $500.00 in the aggregate, whereupon neither parties shall have any further obligations
      or rights against the other hereunder except as may be specifically provided in other
      provisions of this Contract.



                                             6
9.0    BUYER’S REPRESENTATIONS.

       9.1.0   Buyer represents to the Seller as follows:

       9.1.1 Buyer is a __________ [state] __________ [corporation, LLC, etc.] in good
       standing. This agreement has been duly and properly approved by all members of
       said __________ [corporation, LLC, etc.]. No other action of any kind is required to
       make this Agreement a valid and binding obligation of Buyer enforceable in
       accordance with its terms.

       9.1.2 Buyer shall have sufficient funds available to it through funds then on hand
       and/or as are then available through prospective financing for which Buyer would
       qualify in order to meet its responsibilities pursuant to this Contract, including,
       without limitation, satisfaction of the Purchase Price.

       9.1.3 That Buyer acknowledges and agrees that (i) All documents, reports, studies
       and other information, if any, delivered or disclosed to Buyer by Seller (collectively,
       the “Information”) is/are being provided to Buyer for informational purposes only
       and only as an accommodation to Buyer; (ii) unless expressly stated otherwise, all of
       the Information relates to the period from and after Seller’s acquisition of title to the
       Property and Seller is not providing and will not provide to Buyer any documents,
       reports, studies or other information regarding any aspect of Seller’s relationship with
       any predecessor(s)-in-title; (iii) Seller has not made, is not making, and will not make
       any representation, warranty or promise of any kind, oral or written, express or
       implied, concerning the accuracy or completeness of all or any part of Information;
       and (iv) any inaccuracy, incompleteness or deficiency in any part of the Information
       shall be solely the risk and responsibility of Buyer and shall not be chargeable in any
       respect to Seller.

10.0   ADJUSTMENTS AT CLOSING. The Buyer and Seller agree to adjust to the
       following income and expenses as of the Closing Date: utility charges, water charges,
       sewer charges, taxes, and other customary income and expenses.

       10.1.0 The adjustment for taxes and sewer, if any, shall be on the basis of the fiscal
       year for which assessed. If the closing shall occur before the final tax bill is fixed, the
       tentative apportionment of real estate taxes shall be upon the basis of preliminary tax
       bill for the Property.

       10.2.0 Any mathematical error or omission in computing adjustments at the closing
       shall be corrected promptly upon discovery.

11.0   CONTRACT DATE. This Contract is not an offer to sell and shall not be binding
       until the same has been signed by both Buyer and Seller and accepted by Seller. The
       date the Contract becomes binding as set forth in the preceding sentence shall be
       deemed the “Contract Date.” Thereafter, this Contract shall be binding upon all




                                               7
       parties who sign it and all permitted parties, if any, who succeed to their rights and
       responsibilities.

12.0   ESCROW. All Deposit Monies paid pursuant to Section 2.0 of this Contract,
       together with all interest accrued thereon, shall be held in escrow by
       __________________ (hereinafter “Escrowee”) in a non-interest-bearing account.
       Said Deposit Monies shall be held until the Closing Date, or appropriate action of
       Buyer or Seller pursuant to this Paragraph 12, unless otherwise agreed to in writing
       by the parties.

       12.1.0 On the Closing Date, the Escrowee shall pay over the Deposit Monies to the
       Seller and the parties hereby authorize such payment.

       12.2.0 If this Contract is cancelled by either party pursuant to a provision in this
       Contract, the Deposit Monies shall be paid over to the Buyer as provided in the
       applicable provisions of this Contract.

       12.3.0 Default by Buyer. If Buyer shall default in the performance of its obligation
       under this Contract to purchase the Property and Seller elects not to pursue its remedy
       of specific performance, the Buyer shall forfeit to Seller all of its right, title and
       interest in and to the Deposit (inclusive of all accrued interest), it being acknowledged
       that the actual damages suffered by Seller would be difficult to ascertain, that the
       aforesaid payment of the Deposit constitutes liquidated damages under this Contract
       and not a penalty, and that Buyer shall not have any further liability or obligation to
       Seller.

       12.4.0 Default by Seller. In the event that Seller fails to perform its obligations
       under this Agreement, Buyer may avail itself of any remedies available at law.

       12.5.0 In the event title fails to close for any other reason, or in the event of a dispute
       as to the proper disbursement upon the termination of this Contract, the Deposit
       Monies will be disbursed by the Escrowee in accordance with written authorization
       received by Escrowee from all parties to this Contract setting forth to whom the
       Deposit Monies are to be distributed or pursuant to a final, non-appealable judgment,
       order or decree of a court of competent jurisdiction. Notwithstanding anything to the
       contrary contained in this Contract, the Escrowee shall have the right at any time to
       deposit the Deposit Monies with a court of competent jurisdiction and shall give
       notice of such deposit to the Seller and Buyer. The Escrowee may also, but is not
       required to, bring any appropriate action or proceeding needed to make such deposit
       or with respect thereto. Upon such deposit or other disbursement in accordance with
       the terms of this paragraph, the Escrowee shall be relieved and discharged with all
       further obligations and responsibilities hereunder.

       12.6.0 The parties acknowledge that, although the Escrowee is holding the Deposit
       Monies for the Seller’s account, for all other purposes the Escrowee is acting solely
       as a stake-holder at the parties’ request and for their convenience and that the



                                               8
       Escrowee shall not be liable to either party for any act or omission on its part unless
       taken or suffered in bad faith or willful disregard of this Contract. Seller and Buyer
       severally agree to defend, indemnify and hold the Escrowee harmless from and
       against all costs, claims, and expenses (including reasonable attorneys’ fees) incurred
       in connection with the performance of the Escrowee’s duties hereunder, except with
       respect to actions or omissions taken or suffered by the Escrowee in bad faith or total
       disregard of this Contract.

       12.7.0 The Escrowee or any member of its firm shall be permitted to act as counsel
       for Seller in any dispute in connection with the disbursement of the Deposit Monies
       (inclusive of all accrued interest) or any other dispute between the parties whether or
       not the Escrowee is in possession of the Deposit Monies (inclusive of all accrued
       interest) and continues to act as Escrowee.

13.0   SEVERABILITY. In the event that any one or more of the provisions of this
       Contract shall be determined to be void or un-enforceable by a Court of competent
       jurisdiction, or by Law, such determination shall not render the entire Agreement
       invalid or un-enforceable, and the remaining provisions hereof shall remain in full
       force and effect.

14.0   GOVERNING LAW. This Contract shall be construed, interpreted and enforced in
       accordance with the laws of the State of New Jersey.

15.0   ENTIRE AGREEMENT. This Contract is the entire and only agreement between
       the Buyer and the Seller. This Contract replaces and cancels any previous agreements
       between the Buyer and the Seller. This Contract can only be changed by an
       agreement in writing signed by both Buyer and Seller.

       15.1 No representations, except as set forth herein or in the documents attached, if
       any, have been made by or on behalf of the Seller to the Buyer, nor have any
       representations been relied upon, except as set forth herein or any such documents
       attached. Unless specifically provided to the contrary herein, any representation so
       made by the Seller or relied upon by the Buyer shall not survive the closing of title
       and delivery of the deed.

16.0   ASSIGNMENT. This Contract may not be assigned by Buyer except upon the
       express written approval of the Seller in the exercise of the Seller’s sole discretion.

17.0   NOTICES. Any notice, demand or document which any party is required or any
       party desires to give or deliver to or make upon any other party shall, in the case of a
       notice or demand, be in writing, and may be given by facsimile transmission with a
       hard copy following by first class mail postmarked of even date therewith, overnight
       courier service (such as Federal Express, DHL, or Airborne Express), or by United
       States registered or certified mail, return receipt requested, with postage prepaid,
       addressed as follows:




                                              9
       If to Buyer:
       With copy to:

       If to Seller:         FPI/Murray Brothers Realty, LLC
                             Sebastian Murray & Samuel Murray
                             c/o __________________________ (below)
       With copy to:         ______________________
                             ______________________
                             ______________________

Any party may designate a different address for itself by notice similarly given. Delivery
may also be made in person.

18.0   CONSTRUCTION. The Section headings herein are for convenience only, and
       shall not be construed to limit or affect any provision of this Contract.

19.0   NUMBER AND GENDER. If it is required to make sense of this Contract, the use
       of the singular shall encompass the plural and the use of the masculine shall
       encompass the feminine and neuter.

20.0   RISK OF LOSS. The risk of loss or damage to the Property by fire or otherwise
       until the delivery of said deed is assumed by the Seller.

21.0   CONDEMNATION. Seller represents that it has not received any notice of taking
       or other notification of anticipated or pending condemnation proceedings affecting
       the Property. If proceedings to condemn the Property, or any part thereof, commence
       before the Closing, then Buyer shall have ten (10) days from its receipt of notice of
       the proceedings in which to terminate this Agreement, in which event Seller shall
       return to the Buyer the Deposit. If Buyer does not elect to terminate this Agreement,
       then Buyer shall purchase the Property, in which event at the Closing, Seller shall
       assign to Buyer all of Seller’s right, title and interest in and to any claim Seller may
       have or award or settlement Seller may be entitled to receive in the condemnation
       proceedings and credit Buyer with the amount of any condemnation proceeds
       theretofore paid to or on behalf of Seller.

       If Buyer purchases the Property as above provided and an award is rendered to or
       settlement reached by and paid to Seller before the Closing, then the Purchase Price
       shall be reduced by the full amount thereof. Seller agrees to promptly advise Buyer
       in writing of any notice of taking or other notification of anticipated or pending
       condemnation proceedings and further agrees to permit Buyer to participate in any
       such condemnation proceeding as a “contract Buyer” if this Agreement is not
       terminated.

22.0   BROKER. Buyer and Seller represent and warrant each to each other that no real
       estate or business broker was involved in the purchase and sale of the Property as
       between the parties other than Great American Group Real Estate, LLC (“GAGRE”).



                                             10
      Buyer agrees to pay a Buyer’s Premium due GAGRE for the transaction
      contemplated herein in the amount of 7% of the Purchase Price. Each party will
      indemnify and hold harmless the other party from and against any and all other
      claims, loss, liability, cost and expenses (including reasonable attorneys’ fees)
      resulting from any claim, that may be made against said other party by any real estate
      or business broker as a result of the breach by the indemnifying party of the foregoing
      representation and warranty. This provision shall survive the closing of title and
      delivery of the Deed.

        IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

WITNESS:                                   SELLER:

                                           FABRICATED PLASTICS, INC.
                                           d/b/a FPI Thermoplastic Technologies


_________________________                  By:_____________________________
                                                 Sebastian Murray, President


                                           MURRAY BROTHERS REALTY, LLC


_________________________                  By:_____________________________
                                           Sebastian Murray, Managing Member


                                           PURCHASER:


                                           ________________________________,         a
                                           __________________ [corporation, LLC, etc.]


_________________________                  By:_____________________________



I agree to act as Escrow Agent in accordance with the terms of this Agreement

_____________________________________

By:__________________________________
      _______________________________



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    EXHIBIT A
LEGAL DESCRIPTION




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